<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934 for the quarterly period ended September 27, 1997
------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period
from ____________ to ______________
Commission File Number 0-981
----------------------------
PUBLIX SUPER MARKETS, INC.
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Florida 59-0324412
- ------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1936 George Jenkins Blvd.
Lakeland, Florida 33815
- ---------------------------------------- ----------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (941) 688-1188
--------------
Indicate by check mark whether the Registrant (1)has filed all reports
required to be filed by Section 13 or 15(d)of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2)has been subject to
such filing requirements for the past 90 days.
Yes X No _______
--------
The number of shares outstanding of the Registrant's common stock, $1.00
par value, as of October 31, 1997 was 217,009,373.
Page 1 of 9 pages
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
- -----------------------------
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts are in thousands, except share amounts)
<TABLE>
<CAPTION>
ASSETS
September 27, 1997 December 28, 1996
------------------ -----------------
(Unaudited)
<S> <C> <C>
Current Assets
- --------------
Cash and cash equivalents $ 524,397 $ 457,405
Short-term investments 105,150 65,586
Trade receivables 55,500 61,221
Merchandise inventories 563,662 570,254
Deferred tax assets 67,131 71,027
Prepaid income taxes 2,935 ---
Prepaid expenses 4,817 1,339
---------- ----------
Total Current Assets 1,323,592 1,226,832
---------- ----------
Long-term investments 268,053 172,486
Other noncurrent assets 9,056 11,491
Property, plant and equipment 2,684,403 2,728,466
Accumulated depreciation (1,117,625) (1,218,191)
---------- ----------
Total Assets $3,167,479 $2,921,084
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
- -------------------
Current installments of long-term debt $ --- $ 130
Accounts payable 520,164 523,497
Accrued contributions to retirement plans 127,688 73,555
Accrued salaries and wages 76,945 47,115
Accrued self-insurance reserves 66,336 64,250
Accrued nonrecurring charge 72,660 89,000
Federal and state income taxes --- 21,036
Other 109,310 90,984
---------- ----------
Total Current Liabilities 973,103 909,567
---------- ----------
Long-term debt, excluding current installments --- 108
Deferred tax liabilities, net 109,129 100,127
Self-insurance reserves 79,567 73,336
Accrued postretirement benefit cost 41,173 37,295
Other noncurrent liabilities 41,804 49,472
Stockholders' Equity
- --------------------
Common stock of $1 par value. Authorized
300,000,000 shares; issued 220,293,812
shares at September 27, 1997 and 219,942,912
shares at December 28, 1996 220,294 219,943
Additional paid-in capital 99,145 91,991
Reinvested earnings 1,649,667 1,437,902
---------- ----------
1,969,106 1,749,836
Less treasury shares of 2,262,012
at September 27, 1997, at cost (50,006) ---
Unrealized gain on investment
securities available-for-sale, net 3,603 1,343
---------- ----------
Total Stockholders' Equity 1,922,703 1,751,179
---------- ----------
Total Liabilities and Stockholders'
Equity $3,167,479 $2,921,084
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-2-
<PAGE>
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATAED STATEMENTS OF EARNINGS
(Amounts are in thousands, except per share and share amounts)
<TABLE>
<CAPTION>
Three Months Ended
September 27, 1997 September 28, 1996
------------------ ------------------
(Unaudited)
<S> <C> <C>
Revenues
- --------
Sales $ 2,710,522 $ 2,515,915
Other income, net 26,809 25,138
------------ ------------
Total revenues 2,737,331 2,541,053
------------ ------------
Costs and expenses
- ------------------
Cost of merchandise sold, including store
occupancy, warehousing and delivery
expenses 2,067,928 1,921,211
Operating and administrative expenses 561,212 509,843
Interest expense 5 52
------------ ------------
Total costs and expenses 2,629,145 2,431,106
------------ ------------
Earnings before income tax expense 108,186 109,947
Income tax expense 38,836 40,787
Net earnings $ 69,350 $ 69,160
============ ============
Weighted average number of common
shares outstanding 218,740,721 219,377,612
============ ============
Net earnings per common share $ .32 $ .32
============ ============
Cash dividends per common share none none
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-3-
<PAGE>
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts are in thousands, except per share and share amounts)
<TABLE>
<CAPTION>
Nine Months Ended
September 27, 1997 September 28, 1996
------------------ ------------------
(Unaudited)
<S> <C> <C>
Revenues
- --------
Sales $ 8,299,068 $ 7,722,844
Other income, net 85,028 72,114
------------ ------------
Total revenues 8,384,096 7,794,958
------------ ------------
Costs and expenses
- ------------------
Cost of merchandise sold, including store
occupancy, warehousing and delivery
expenses 6,349,237 5,953,754
Operating and administrative expenses 1,650,393 1,483,665
Interest expense 13 177
------------ ------------
Total costs and expenses 7,999,643 7,437,596
------------ ------------
Earnings before income tax expense 384,453 357,362
Income tax expense 139,554 133,082
------------ ------------
Net earnings $ 244,899 $ 224,280
============ ============
Weighted average number of common
shares outstanding 219,348,046 221,885,211
============ ============
Net earnings per common share $ 1.12 $ 1.01
============ ============
Cash dividends per common share $ .15 $ .13
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-4-
<PAGE>
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts are in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 27, 1997 September 28, 1996
------------------ ------------------
(Unaudited)
<S> <C> <C>
Cash Flows From Operating Activities
- ------------------------------------
Cash received from customers $8,360,837 $7,768,719
Cash paid to employees and suppliers (7,690,641) (7,083,677)
Income taxes paid (152,046) (129,602)
Payment for self-insured claims (80,575) (76,913)
Other, net 27,663 15,968
---------- ----------
Net Cash Provided by Operating Activities 465,238 494,495
---------- ----------
Cash Flows From Investing Activities
- ------------------------------------
Payment for property, plant and equipment (183,808) (155,150)
Payment for investment securities -
available-for-sale (429,378) (328,573)
Proceeds from sale of investment securities -
available-for-sale 296,075 287,727
Other, net 2,159 4,093
---------- ----------
Net Cash Used in Investing Activities (314,952) (191,903)
---------- ----------
Cash Flows From Financing Activities
- ------------------------------------
Payment of long-term debt (238) (1,017)
Proceeds from sale of common stock 48,364 26,677
Payment for acquisition of common stock (98,417) (153,464)
Dividends paid (33,003) (29,184)
---------- ----------
Net Cash Used in Financing Activities (83,294) (156,988)
---------- ----------
Net increase in cash and cash equivalents 66,992 145,604
Cash and cash equivalents at beginning of
period 457,405 276,700
---------- ----------
Cash and cash equivalents at end of period $ 524,397 $ 422,304
========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-5-
<PAGE>
PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of management, the accompanying condensed consolidated
financial statements include all adjustments deemed necessary to fairly
reflect the financial position, results of operations and changes in
cash flows of the Company for the interim periods presented. These
condensed consolidated financial statements should be read in
conjunction with the fiscal 1996 Form 10-K Annual Report of the
Company.
2. Due to the seasonal nature of the Company's business, the results for
the three months and nine months ended September 27, 1997 are not
necessarily indicative of the results for the entire 1997 fiscal year.
-6-
<PAGE>
PUBLIX SUPER MARKETS, INC.
Item 2. Management's Discussion and Analysis of Financial Condition and
- -------------------------------------------------------------------------
Results of Operations
- ---------------------
Liquidity and Capital Resources
- -------------------------------
Operating activities continue to be the Company's primary source of
liquidity. Net cash provided by operating activities was approximately
$465.2 million in the nine months ended September 27, 1997, as compared
with $494.5 million in the nine months ended September 28, 1996. Cash and
cash equivalents totaled $524.4 million as of September 27, 1997.
Capital expenditures totaled $183.8 million in the nine months ended
September 27, 1997. These expenditures were primarily incurred in
connection with the opening of 25 new stores and the remodeling or
enlarging of 15 stores which added .95 million square feet. In addition,
the Company closed four stores. Capital expenditures in the nine months
ended September 28, 1996, were approximately $155.1 million. These
expenditures were primarily incurred in connection with the opening of 24
new stores and the remodeling or enlarging of seven stores which added
.97 million square feet. In addition, the Company closed eight stores.
The Company has budgeted approximately $116.2 million for the
remainder of 1997 for new store construction and the remodeling or
enlarging of several existing stores. The capital budget is subject to
continuing change and review. The remaining capital expenditures are
expected to be financed by internally generated funds and current liquid
assets.
As of September 27, 1997 the Company has committed lines of credit for
$100.0 million and one uncommitted line of credit for $25.0 million. These
lines are reviewed annually by the banks. The interest rate for these
lines is at or below the prime rate. No amounts were outstanding as of
September 27, 1997.
Cash generated in excess of the amount needed for current operations
and capital expenditures is invested in short-term and long-term
investments. Management believes the Company's liquidity will continue to
be strong.
Operating Results
- -----------------
Sales increased 7.7% in the third quarter of 1997 to $2,710.5 million,
an increase of $194.6 million compared to the same quarter in 1996. This
represents an increase of $78.4 million or 3.1% additional sales from
stores that were open for all of both quarters (comparable stores) and
additional sales of $116.2 million or 4.6% from the net impact of new and
closed stores since June 28, 1996. Other income increased $1.7 million or
6.6% in the third quarter of 1997 as compared to the same quarter in 1996.
Sales increased 7.5% in the nine months ended September 27, 1997, to
$8,299.1 million, an increase of $576.2 million over the nine months ended
September 28, 1996. This reflects an increase of $247.3 million or 3.2% in
sales from comparable stores and sales of $328.9 million or 4.3% from the
net impact of new and closed stores since the beginning of 1996. Other
income increased $12.9 million or 17.9% in the first nine months of 1997 as
compared to the first nine months of 1996.
Cost of merchandise sold including store occupancy, warehousing and
delivery expenses, as a percentage of sales, was approximately 76.3% and
76.4% in the quarters ended September 27, 1997 and September 28, 1996,
respectively. These cost of sales percentages were 76.5% and 77.1% for the
nine months ended September 27, 1997 and September 28, 1996, respectively.
-7-
<PAGE>
PUBLIX SUPER MARKETS, INC.
Operating and administrative expenses, as a percentage of sales, were
approximately 20.7% and 20.3% for the quarters ended September 27, 1997,
and September 28, 1996, respectively. The operating and administrative
expenses, as a percentage of sales, were 19.9% and 19.2% for the nine
months ended September 27, 1997 and September 28, 1996, respectively. The
significant components of operating and administrative expenses are payroll
costs, employee benefits and depreciation.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
- --------------------------
In the Company's Form 10-K for the fiscal year ended December 28, 1996,
the Company disclosed that on January 24, 1997, the Company, the plaintiffs
in the Shores case and the Equal Employment Opportunity Commission (the
"EEOC") entered into a settlement agreement (the "Shores Agreement") with
respect to all matters related to the case. The Court approved the Shores
Agreement and entered a Consent Decree incorporating its terms on May 23,
1997.
Also, as reported in the Company's Form 10-Q for the quarterly period
ended March 29, 1997, a purported class action was filed against the
Company on April 3, 1997 in the Federal District Court for the Middle
District of Florida, Tampa Division, Case No. 97-760-Civ-T-25E, by Lemuel
Middleton and 15 other present or former employees of the Company,
individually and on behalf of all other persons similarly situated. In
their Complaint, the plaintiffs allege that the Company has and is
currently engaged in a pattern and practice of race-based discriminatory
treatment of black employees and applicants with respect to hiring,
promotion, job assignment, conditions of employment, pay, discharge, and
other employment aspects, all in violation of federal and state law. The
plaintiffs seek, among other relief, a certification of the suit as a class
action, declaratory and injunctive relief, back pay, front pay, benefits
and other compensatory damages, and punitive damages. The Company denies
the allegations of the Complaint and intends to vigorously defend the
action. The plaintiffs filed their motion seeking certification of the class
on October 30, 1997. No material developments have occurred since the action
was originally reported.
A purported class action was filed against the Company on November 6,
1997 in the Federal District Court for the Middle District of Florida,
Tampa Division, Case No 97-2706-Civ-T-25E, by Shirley Dyer and five other
present or former employees of the Company, individually and on behalf of
all other persons similarly situated. In their Complaint, the plaintiffs
allege that the Company has and is currently engaged in a policy and
pattern or practice of gender-based discriminatory treatment of female
employees and applicants in the Company's non-retail operations with
respect to job assignments, promotional opportunities, management
positions, equal pay, full-time status, and other benefits and conditions
of employment, all in violation of federal and state law. The plaintiffs
seek, among other relief, a certification of the suit as a proper class
action, a declaratory judgment that the Company's practices are unlawful,
back pay, front pay, benefits and other compensatory damages, exemplary and
punitive damages, and injunctive relief. The Company denies the allegations
of the Complaint and intends to vigorously defend the action.
Item 6(a). Exhibits
- --------------------
27. Financial Data Schedule for the nine months ended September 27,
1997.
Item 6(b). Reports on Form 8-K
- -------------------------------
No reports on Form 8-K were filed during the three months ended
September 27, 1997.
-8-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed in its behalf by
the undersigned thereunto duly authorized.
PUBLIX SUPER MARKETS, INC.
Date: November 7, 1997 /s/ S. Keith Billups
-----------------------------------------------
S. Keith Billups, Secretary
Date: November 7, 1997 /s/ David P. Phillips
-----------------------------------------------
David P. Phillips, Vice President Finance
and Treasurer (Principal Financial Officer)
-9-
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements for the nine months ended September 27,1997, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-27-1997
<PERIOD-START> DEC-26-1996
<PERIOD-END> SEP-27-1997
<EXCHANGE-RATE> 1
<CASH> 524,397
<SECURITIES> 105,150
<RECEIVABLES> 55,500
<ALLOWANCES> 0
<INVENTORY> 563,662
<CURRENT-ASSETS> 1,323,592
<PP&E> 2,684,403
<DEPRECIATION> (1,117,625)
<TOTAL-ASSETS> 3,167,479
<CURRENT-LIABILITIES> 973,103
<BONDS> 0
0
0
<COMMON> 220,294
<OTHER-SE> 1,702,409
<TOTAL-LIABILITY-AND-EQUITY> 3,167,479
<SALES> 8,299,068
<TOTAL-REVENUES> 8,384,096
<CGS> 6,349,237
<TOTAL-COSTS> 7,999,630
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13
<INCOME-PRETAX> 384,453
<INCOME-TAX> 139,554
<INCOME-CONTINUING> 244,899
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 244,899
<EPS-PRIMARY> 1.12
<EPS-DILUTED> 1.12
</TABLE>
